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This model call option agreement is between an grantor and a beneficiary. The beneficiary is granted the right (but not the obligation) to exercise an option to purchase (or “call”) the licensor`s shares (which are the subject of the option) in the Company within a certain period of time and at a certain price. If the option is not exercised within the agreed period, it expires. This is a put and/or call option agreement. An option agreement is often entered into to protect a minority shareholder who wants to be sure to leave a joint venture. This document is written for the benefit of the seller of the shares. Seller hereby grants Buyer an option to purchase (the Call Option) of Seller`s [TOTAL] shares in the Company under the terms of this Agreement. Seller and Buyer have agreed to enter into certain option agreements under the terms of this Agreement. The model does not take into account the tax and stamp duty effects of the option. HMRC`s website contains relevant information and must be taken into account.
The exercise of a call option will not in itself entail a stamp duty. Stamp duty is payable on transfer forms up to 0.5% of the value of the consideration for the transfer of shares. The transfer form is the document that actually transfers the shares, the stamp duty document. Note that the beneficiary cannot be registered as the rightful owner of the shares until the stamped share transfer forms have been submitted to the company. The bill assumes that both parties are individuals. However, this can be changed if one or both parties are businesses. The bid also assumes that the consideration for the beneficiary`s purchase of the shares will be in cash and that the grant of the option itself will be in exchange for a nominal consideration, e.B £1. There are no conditions attached to the exercise of the option; these should be added if necessary. The template shall contain a practice notice, which shall be attached to the Agreement in the form of an Annex. To exercise the option, the beneficiary must remit it to the grantor.
Subject to the representations, warranties and representations set forth herein, Newegg and its shareholders (each a “Party” and collectively, the “Parties”) hereby agree that certain portions of this Annex have been deemed confidential. The copy submitted here does not contain any information subject to the request for confidentiality. Omissions are called ****. A full version of this investment has been filed separately with the Securities and Exchange Commission. An option notification, once delivered, cannot be revoked. THIS CALL OPTION AGREEMENT (this “Agreement”) is entered into in November 2006 by and between Newegg Inc. (“Newegg Inc.”), a Delaware corporation, Tekhill Information Technologies (Shanghai) Inc. (“Tekhill”), a wholly foreign company incorporated under the laws of the People`s Republic of China (“PRC”), **** (“Shareholder A”) and **** (“Shareholder B”).
Shareholder A and Shareholder B (the “Shareholders”) are each citizens of the PRC with CPP identity cards and permanent residence information as set out in Appendix A. In accordance with the terms of the Option Agreement, Newegg informs the shareholders that it is exercising the option in respect of any % of the interest. Upon receipt of such notice, shareholders are invited to make such a transfer immediately in accordance with the terms of the option agreement. Article 8 Representations, Warranties and Undertakings Call Option Agreement – Newegg Inc. and Tekhill Information Technologies (Shanghai) Inc. This document has been updated to update and modernize it and to align it with the development of our put option agreement template. It is governed by the Call Option Agreement (the “Option Agreement”) dated November 2006 by and between Newegg Inc., a Delaware corporation (“Newegg Inc.”), Tekhill Information Technologies (Shanghai) Inc., a wholly foreign company organized under the laws of the People`s Republic of China (jointly with Newegg Inc., each individually and collectively “Newegg”), **** and **** (with ****, and all its successors, collectively, the “Shareholders”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Option Agreement. IN WITNESS WHEREOF, the parties have signed or caused to be signed or caused to be signed this Agreement by their respective duly authorized representatives on the date indicated above.
The call option can be exercised for all option shares (but not just some). The call option may be exercised (subject to clause 8) by notice from the buyer at any time during the option period. .